TOTALLY SPIDER-MAN!
by 7-Eleventh
Summary: Three young S.H.I.E.L.D. agents Peter Parker, Luke Cage and Danny Rand are transferred to Beverly Hills High School for their junior year, and meet Sam, Clover and Alex. Together they protect mankind from the likes of Tim Scam, the Green Goblin and Doctor Octopus, will their new friendship be strong enough?
1. Chapter 1:The New Boys

**TOTALLY SPIDER-MAN!**

Chapter 1:The New Boys

 **This is my first crossover of two cartoon shows, Totally Spies and Ultimate Spider-Man. However it won't just be about Sam Simpson, Clover Manson and Alex Vasquez, but will also center on Peter Parker/Spider-Man, Luke Cage/Power Man and Danny Rand/Iron Fist. This will be the perfect setup for three individual pairings and the Ultimate villain showdown.**

It was a beautiful sunny day in Beverly Hills, California, the streets were filled with businesspeople who were driving to work, families going to the beach for a good time, and high school students going shopping for new things in the school year. But today was not just any day, it was a day that three teenage boys at the age of 17-19 and an elderly woman were moving from Queens in New York City.

The moving van had just parked outside the house that the woman had bought prior to moving to California, and the three boys along with the UHAUL contractors moved everything that was packed in tubs, boxes, and suitcases into the house. They also moved in furniture, beds, clocks, picture frames, exercise equipment etc.

Before long the woman and boys had all their things moved into their own bedrooms, had everything organized and set up all the furniture, TV and bookcases in the living room. The boys then set up the exercise equipment in one extra room upstairs that was big and wide with enough room to exercise on the Bowflex, the Total Gym, the elliptical, the punching bag, and the recumbent bike. So with that, the boys set up said equipment along with a set of dumbbells and an exercise mat.

"Good work boys" the woman praised them as soon as they had finished arranging the kitchen, the dining room and the living room downstairs, followed by the game room that was also upstairs. "Thanks Aunt May" answered the first boy who had brown hair, hazelnut blue eyes and clear Caucasian skin, his name was Peter Parker and he was secretly known to the world as Spider-Man. "We've sure managed to cover as much ground as we could Mrs. P" said the second boy who an African-American, his name was Luke Cage secretly known as Power Man. "Don't mention it Mrs. Parker" said the third boy who also had Caucasian skin, but he had blonde hair and blue eyes, his name was Danny Rand secretly known as Iron Fist.

"Well it's been a long day, so we'll have supper and get to bed so you boys can go to Beverly Hills High School in the morning." Aunt May told them, so with that they all had their supper and got ready for bed, the boys went to their separate rooms and got into bed and dreamed of what the next day could bring them.

 **The next morning**

Peter, Danny and Luke were up and out of bed in time to shower off, get dressed and have breakfast. Then they gathered up their things for school and got ready to leave "Good-bye boys" called Aunt May "Have a nice day at your new school!"

"Good-bye Aunt May see you later!" Peter called back as he and his two friends left the house and went down the sidewalk to a bus stop where a bus arrived to pick them up. As they were boarding the bus, Peter thought back to the time that lead to them moving here in the first place.

 **3 weeks earlier**

"I have something that you boys need to see." Director Nick Fury told three of his protégés who entered the meeting room on the S.H.I.E.L.D. Helicarrier, and seated themselves at the table. "So what's the assignment boss?" asked Spider-Man

The one-eyed master spy glared at him for a moment at the mention of being called boss, then got back to the subject "This isn't some random assignment Parker, I've called you in just so you boys can also work at another government agency called WOOHP." The boys stared at each other for a moment before looking back at their superior "Forgive my bluntness" said Iron Fist "But what exactly is WOOHP?"

"That's the initialized name of the agency that you're going to work at" Fury explained "Its full name is the World Organization Of Humane Protection, but it's just called WOOHP, the Director of that agency has taken an interest about you boys working for him so he gave me a call about inviting you to come and visit him in his office."

"So when do we get to meet him?" asked Power Man

"Right now" Fury answered, no sooner did he say that, then an airliner plane came flying overhead. Something that looked like a suction tube dropped out of the plane's bottom right through the window of the meeting room, the three teens felt a great gust of wind suck them into the tube and they went up into the plane.

Before long they landed right inside the airliner's passenger sections where they looked around and were surprised to find themselves inside the plane. They also were shocked that they had been sucked inside the plane on purpose "Now I have to admit this is so cool" remarked Spider-Man "But is this how we're going to meet the director of WOOHP?"

"As a matter of fact, this is how you guys are going to WOOHP headquarters, then you'll meet him." An unfamiliar voice answered from the cockpit, the boys turned to look up ahead and saw a dark-haired girl whom they had never seen before. She looked to be eighteen years of age and was wearing a blue bodysuit with a silver belt and heart-shaped belt buckle.

"I'm sorry, do we know you from anywhere?" asked Peter curiously.

"No I'm just here to debrief you gentlemen on what you'll do as soon as we reach WOOHP" she answered "My name is Britney Pierce, I'm a secret agent of WOOHP."

The boys exchanged glances and looked back at the girl "Okay that makes sense, by the way you may have already heard of us, but I'm…"

"Peter Parker" Britney answered, much to the boys' shock "Better known to the world as Spider-Man, while your friends are Luke Cage and Danny Rand. Better known as Power Man and Iron Fist." The three friends looked at each other in surprise, this girl had probably been briefed on all their backgrounds and secret identities. Now that they were on their way to WOOHP Headquarters, they would probably get all their answers there.

Within a couple of hours, they arrived at a tall building that had a capitalized 'W' on the top. Then Britney pressed a button activating the WOOHP tube, sending the boys into the building until they landed right inside what looked like a private manager's office.

"I take it, this must be the WOOHP Director's office?" Spider-Man inquired, his two companions shrugged before they looked around to take in their new surroundings. In the middle of the room was a red velvet couch which was probably reserved for visitors, at the back of the room was a large desk with a red chair and a wide screen on the wall with the same capitalized 'W'.

"Wherever we are, I'm certain that we must have come at a bad time." Danny remarked, Peter and Luke exchanged glances and nodded. Just then a door at the front of the room opened, followed by a bright light and an older mustached man who looked about ten or twelve years older than Fury. The man was accompanied by a young man in his early twenties and the same girl who was with them on the plane "Welcome to WOOHP gentlemen, I trust that the flight was enjoyable." The man greeted, the three friends looked at each other and back at the man who just greeted them "So I take it that you're the Director of WOOHP?" Spider-Man asked.

"Naturally" the man answered in a British accent "My name is Jerry Lewis, this is Agent Dean Danvers and you've already met Agent Britney Pierce." The boys shook hands with the young agents and took their seats on the couch. "So we already know that you want us to work for you." Power Man told him.

"As a matter of fact" Jerry answered "I want all three of you and S.H.I.E.L.D. to work with WOOHP, since you've already inspired so many young people back east in New York, you boys could be an inspiration for a few young people here in California."

Peter, Luke and Danny exchanged glances then looked back at Jerry "Okay, so when do we start?" asked Iron Fist.

"Right now" Jerry replied "Colonel Fury and I have already arranged for you to be transferred to Beverly Hills High School, there you'll complete your studies in for graduation. While at the same time go on top secret missions for both S.H.I.E.L.D. and WOOHP, so you what do you think?" the boys looked at one another then back at the British master spy "Okay we're in, just give a couple of weeks to get settled in. My aunt and I have recently earned enough money to buy a new house, we'll just tell her that we've decided on a place to live."

Jerry smiled "Very well I'll be looking forward to working with you boys." So with, he pressed a button on his desk and the WOOHP tube was activated. The boys were all sucked through and sent back to Queens in New York City.

 **Present time**

Peter was pulled out his thoughts when the school bus pulled up beside a sidewalk where the bus door opened and all the transfer students piled out. Peter, Luke and Danny came out last and they were completely amazed at the high school and its vast majority.

"This place looks magnificent" said Danny "I've never seen anything like it!"

"Neither have I" Peter answered and Luke nodded in agreement, they proceeded to get in line with the other students who also there. But neither one of them knew was that someone was watching them, a trio of dark haired girls were right behind them in the crowd. Two of them had long black hair (one smooth, the other curly) and the third had short red hair, the most peculiar thing was they all had purple eyes "Well, well, well look what we have here girls" said the first of them, apparently the leader of the group "Three new losers, not only are they new around here but they seem to be next on my list of things to do."

"Oh I agree with you there Mandy" said the dark haired redhead "Those boys look like someone we could mess with."

"But we don't know them or anything about them!" protested the curly black haired girl "Surely you don't mean that we should toy with them as we've done with Sam, Alex and Clover, do you Dominique?"

"Don't worry about that Caitlin" answered the girl addressed as Dominique "We'll find out who are they and where they're from after class at lunch."

"That's right" said the first girl whose name was Mandy "But for right now, I'll put that on my to-do list" Caitlin and Dominique nodded in agreement before they went their separate ways.

Peter, Luke and Danny went straight to the principle's office and were assigned their class schedule papers, then they started down the hall toward three separate classrooms; chemistry, biology and algebra. What they didn't know was three other students were going to the same classrooms, only from the opposite direction. It was three typical teenage girls who were quite different from Mandy, Dominique and Caitlin.

The first one was a white-skinned redhead with green eyes and carried a bag full of science books including chemistry, her name was Samantha Simpson. The second was a dark-skinned brunette with brown eyes and had with her a bag of books on biology and healthy living, her name was Alexandra Vasquez. The third was a white-skinned blonde with blue eyes and had a bag of books on math and fashion design, her name was Clover Manson.

Together, the three of them were not only the best of friends, but also a stealth team of elite spies for WOOHP. Samantha or Sam (as she's called most of the time) was both a science major and the intellect leader of the group, Alexandra or Alex was a gymnast and the most athletic of the girls, and Clover was quite the fashion expert and a shopaholic, and she also happened to be very boy crazy.

"I still can't believe that we've been doing the whole spy gig for three years!" said Sam in a whisper, the other two nodded in agreement. "Cha! Not to mention that we've still managed to keep up with our grades and balancing our double lives." Alex added.

"But no matter how many missions we go on." Clover told them sadly "We never get to date any good boys, where we are." Sam and Alex looked at her and nodded in understanding, Alex's mother Carmen Vasquez had often tried so hard to get her daughter matched up with a perfect male companion but to no ends.

"We'll talk about this later when we've got the time after 1st hour." Sam reminded her "But for right now let's just to class" the other two nodded in agreement and went to the separate classrooms, and just as Sam was walking into chemistry, she didn't look where she was going and collided with someone she didn't see. Both of them fell down to the floor and Sam was slightly annoyed at first "Hey! Watch where you're …" she began, but she didn't finish the sentence as she saw who she had bumped into, it was a boy her own age and he had brown hair with hazelnut blue eyes that were so captivating. This was Peter Parker who had just transferred here to Beverly Hills High, now he had never met Sam or heard of her before he was recruited to work at WOOHP. But here he was just staring right at this beautiful redheaded girl with green eyes, he had never seen anything like her, although she did remind him of Mary Jane Watson.

Finally both of them snapped back to reality and went to pick up their bags "Oh I'm so sorry" Peter apologized "I really should have…"

"No it's okay, no biggie." Sam assured him "I think I was the one should have looked where I was going." They both picked up their books and walked into the classroom together, Sam was slightly blushing and Peter was grinning nervously as they went for their desks and the chemistry teacher Mr. Roberts announced Peter's arrival "Class, I'd like you all to welcome to Beverly Hills High on his first day, Mr. Peter Parker from New York City."

 **There you have it! The first chapter of TOTALLY SPIDER-MAN! is finished and now all there is to it is for Luke Cage to meet Alexandra Vasquez. Personally, I think this fanfic would serve as for pairing Peter Parker with Samantha Simpson and Luke Cage with Alexandra Vasquez. There's no plans for pairing Iron Fist with anybody, and Clover is much into many guys that she sometimes would get easily distracted. I think when she first sees Peter, she's going to try and gain his affection while he's probably more into Samantha.**


	2. Chapter 2:Getting to Know the Boys

**TOTALLY SPIDER-MAN!**

Chapter 2: Getting To Know The Boys

 **Personally, I'd just like to emphasize that this fanfic will center on the 3** **rd** **and 4** **th** **seasons of 'TOTALLY SPIES!'. I think the idea of introducing an OC Japanese girl with the honor of samurai has merit, she could turn out to be someone that Danny knew in K'unn L'unn while he was training in the art of Kung Fu. I once thought of pairing Clover with Danny but changed my mind, so whoever the OC for this fanfic will be, it would be something for her to give Mandy a few lections if it's suppose to mean 'lectures'. Now there are no plans to include any other characters from 'Ultimate Spider-Man' other than Doc Ock, the Green Goblin, and Venom which could lead up to this fanfic's version of the Sinister Six.**

 **Disclaimer: I own nothing but the ideas for this fic, Totally Spies belongs to Marathon Media while Ultimate Spider-Man belongs to Marvel and Disney.**

Sam and the rest of the class were completely surprised that the new guy was actually from New York, this semester was just about to get very interesting. Then Mr. Roberts called the class to attention "Alright, who can give the definition of a Hydrogen cyanide?"

Sam was the first to give the answer "It's HCN, sometimes called prussic acid." Mr. Roberts frowned "Yes, but I was also asking about what it's supposed to be, and its purpose." Peter was next to answer "It's also a colorless liquid that's extremely poisonous and flammable, it boils above room temperature at 25.6 oC and 78.1 oF. HCN is produced on an industrial scale and it's a highly valuable precursor to many chemical compounds, ranging from polymers to pharmaceutials."

Sam and the others in class were very awed and amazed, she couldn't believe what she was hearing and seeing. As class went on Peter answered every question that Mr. Roberts asked, Sam could just feel her heart racing _'Oh he's so smart…and so handsome'_ she thought to herself _'I didn't know that he had studied so much, so I wonder if he'll be interested in joining me for lunch.'_

Before too long the bell rang, signaling the end of class. Then Peter walked out into the hall and was joined by Sam who was working up the courage to talk to him.

"That was pretty amazing work you did in there" she told him, Peter scratched the back of his neck and smiled at this redheaded girl who seemed to warm up to him. "Thanks, It's just that science is, and was my kind of thing back in New York City. But not everybody agreed with my methods, some of the students at my old school would sometimes make fun of me." Sam was sorry for him when she heard that, but then she finally came out with it "Would you like to join me for lunch later?"

He stopped to look at her, was she just inviting him to have lunch with her? somehow if he accepted, then it would be an opportunity to talk with her some more. Then he checked his watch to see what time it was "Oh man! I've got to get to math class" he then saw the sad look on her face and lifted her chin to see her eyes "Don't worry, I promise to meet at lunch afterwards." That seemed to brighten up and lift Sam's spirits, she could feel her heart pounding right now and it was almost like she was surrounded by dozens of hearts even as she watched him leave.

' _Oh he's so handsome, I'll never see another one like him.'_

 **2** **nd** **Hour, Geometry Class**

Clover was feeling a little bored, she just wished that class would be over sooner than later. Just then Ms. Brookes the geometry teacher called the class' attention "Class I'd like you all to meet a new transfer student, Peter Parker. He just moved from New York, so make him feel welcomed." Clover's eyes widen in amazement, she never imagined that anyone could move from New York to California, especially any boy. _'Something tells me that I just might have a chance with this one.'_ She told herself, then Ms. Brookes had everyone in class turn back to their studies and Peter took the seat next to Clover's, much to her delight.

' _Well, it seems that I do have a chance after all.'_ She thought to herself before turning back to her math, everybody else in the room did the same. Within the next fifteen minutes, Peter finished his homework and took it to the teacher's desk. Ms. Brookes checked the homework thoroughly and handed it back to him "I must say Peter that not only have you solved every problem, but you've also managed to get it done correctly." Clover's mouth dropped open, she most certainly didn't see this coming _'No way!'_ she thought to herself.

Then after Peter returned to his seat and as soon as the teacher's back was turned, Clover turned to whisper to Peter. "Would you mind helping me with homework after class?"

"Why do you need help?" Peter inquired.

"Because if we did it here then Ms. Brookes would it's inappropriate, plus we'd by ourselves with no one to bother us." Clover had a sultry look in her eyes when she said it and Peter got an uneasy feeling when he heard that, this reminded him of all the times he had been tormented before he got his powers and became Spider-Man. At one time, one of his tormenters Liz Allen asked him to help _her_ with her studies and she had been smiling sweetly when she did so, but what Peter didn't suspect at the time that it was actually a setup only for Flash Thompson to pick on and humiliate him more.

Right then the bell rang signaling the end of class, Peter saw his chance and scooted out of there leaving Clover behind in absolute disbelief. _'Well I don't know what that was about, but I will get a chance to know him better."_ She thought to herself in proud determination.

 **3** **rd** **Hour, Meter Track**

Alex went to track and field so she could exercise, but along the way a group of football jocks decided to harass her. "Well, well, well if it isn't little Alex" said the first one, whose name was Blake Nelson.

"Leave me alone Blake" said Alex trying to get past them, but the jerks wouldn't let her get by. "Do you honestly think it's that easy? To just make us leave you alone? I don't think so."

"Well I do." said a grim voice, the jocks turned around to see a figure they had never even seen before. He was 3 inches taller than either of them, had dark skin, and his arms were very muscular, now Alex had never seen anything like him. The jocks got very tense when they saw this newcomer who just opposed them, well they were not about to get overruled by some strange athlete they had never seen before.

"Hey get lost, can't you see that this is between us and her?" Blake demanded, the response for that was when Luke suddenly snatched him up and mashed him up against the wall much to the dismay of the other jocks, and Alex's amazement.

"Now let me make this pretty clear and personal" said Luke threateningly, causing Blake to flinch "You leave her alone and stay away from her, otherwise I'll report this to the principal and then you'll have me to contend with. Do you understand?" Blake nodded meekly before Luke set him down so he and his pals could leave, once they were out of sight Alex turned to look at Luke in amazement and gratitude.

"Wow, that was really amazing." She told him "But you didn't have to do that, really."

"Like heck I did" Luke told her "Besides those bozos had no business harassing you in the first place. By the way my name's Cage, Luke Cage." He put out his hand which she shook eagerly.

"I'm Alexandra Vasquez" she told him proudly, "But you can call me Alex." then they went down to the Meter Track where Luke proceeded to take off his jacket and Alex was taken back by the sight of his bulging muscles _'Wow! I've never seen anything like him'_ she told herself _'I wonder what Mom would think when she first sees him, of course she would think that he'd make a perfect male companion for me.'_

Now Luke was unaware of what she was thinking as he hung his jacket inside a locker, then they headed on to track and field. Then Alex went with some of the other girls who were there and ran a few laps around the track, while Luke performed a few rounds of spinning the hammer throw and hurling it across the field much to the girls' amazement. Alex was in the middle of hurdling over the obstacles at high speed when she took notice of Luke who was just now jumping over a railing with a long pole, her eyes widened in amazement that she suddenly tripped over one of the obstacles and would have fallen on her face had one of the other girls not stopped her from falling.

' _I've got to watch where I'm going'_ she thought to herself _'Oh God, I feel like such a moron sometimes.'_ The other girls helped her back up on her feet again as she continued to watch Luke perform some acrobatics. In her point of view, it was almost like she was surrounded by hearts when she looked at him.

 **Noon, at lunchtime**

Sam, Clover, and Alex met in the hallway, excited to each other some very great news.

"Guess what? I'm in love!" they exclaimed before staring at each other with wide eyes "Me too" each one chorused before staring wide-eyed again.

"He's so cute!" said Clover proudly, "He's a brilliant genius!" said Sam earnestly, "He's such an awesome athlete!" said Alex. Then just as before, the girls stared at each other and then all at once they burst into laughter.

"Whew!" said Sam "For a few seconds I thought we were all talking about the same guy!" At that moment, just as they were still speaking. Peter, Luke, and Danny came down the hall and saw the three girls talking amongst themselves, two of which Peter recognized from earlier classes and Luke recognized the third that he met on track and field. "Well what a coincidence" said Luke "That's the dark-haired girl that I told you guys about meeting on track and field."

"Yeah, no kidding" said Peter "And there's that redheaded girl that I promised to meet at lunch afterwards, and that blonde girl who wanted to spend some time with me alone." His two friends grinned at him, both happened upon the same idea "Come on, let's go over and introduce ourselves" so they went over to meet the girls since Danny still hadn't met them, despite Peter's objections. By then Sam, Alex, and Clover were still talking when the boys walked up and Luke cleared his throat to get their attention "Hi girls, I'm Luke Cage and these are my friends, Peter Parker and Danny Rand."

"Oh hi Luke" said Alex happily when she saw him "Sam, Clover, this is Luke Cage, the guy I was just telling you about." Sam and Clover had turned their heads just as Luke had cleared his throat. They were both surprised to see Peter Parker was there as well when Luke mentioned his name, then both girls realized they had been talking about the same boy.

"Hi Sam, I've brought my own friends so we can all go eat lunch as I promised." Peter told her, Sam was definitely relieved that Peter kept his promise and now she could get to know him and his friends better. Clover on the other hand was still very peeved about the fact that not Peter bailed on her after class, but also that he promised to meet with Sam afterwards.

As soon as they were heading towards the cafeteria, Clover angrily whispered to Sam "I should have known that he promised to meet you at lunch, _I'm_ the one who wanted to get to know him better! It's no wonder he ditched me after class!"

"Hey, don't blame me" Sam told her seriously "If he had any reason to bail on you, I'm sure there's a pretty good explanation for why he did it. Besides, I think he's got better things to do than hang around pretty girls who are just full of themselves."

Then they arrived in the cafeteria where they filled their trays and sat down at the nearest table. Danny then proceeded to explain the real reason that Peter had left Clover behind after class was entirely because she reminded him of a blonde girl named Liz Allen, that left Clover very surprised at not knowing that her attempts to hang out with him alone only reminded of bad things that happened before in his life. Sam on the other hand was very sorry for Peter, but she hoped that he would adjust to life here in Beverly Hills.

Meanwhile Mandy, Caitlin, and Dominique had arrived in the cafeteria and started to get their trays filled when Caitlin noticed the same new boys that they saw from before. "Well look over there, it looks like the new guys are getting acquainted with Sam, Clover, and Alex."

"Then it's time for us to make their acquaintance with them." Mandy told them, the other two nodded in agreement before walking over to meet the new boys who were still talking with Sam, Clover, and Alex. "Hello newcomers! my name is Mandy, this is Caitlin and Dominique, I hope you won't mind us coming over just to meet you in person."

Clover was very annoyed when Mandy made herself known "Oh come on Mandy, don't you have anything better to do?" Sam and Alex were also very much peeved, but Peter, Luke and Danny were very confused since they had never even met these dark-haired girls before "Okay, what's this all about?" Peter asked Sam who just rolled her eyes and shook her head in annoyance.

"That's Mandy, she and her cronies Dominique and Caitlin have been thorns in our sides ever since Alex, Clover, and I first arrived here." She told Peter quietly how the trio had mistreated her, Alex, and Clover when they first arrived here as freshmen. Mandy had greeted them when they walked into the cafeteria and introduced herself, at first they thought that they were being graciously received even when Mandy lead them to the vending machine, but they were so very wrong when it turned out that Mandy was only playing a mean trick just to humiliate them on their first day of school.

Peter listened to every bit of that story with interest, he never imagined what Sam and her two best friends had been through. But now that he and his own friends were here, things would be different, so he stood up much to Sam's surprise and imposed to introduce himself and his buddies "Well Mandy, if you only wanted to meet me and my two buddies, I'll gladly introduce myself and them." He told her sarcastically "I'm Peter Parker, this is Luke Cage and Danny Rand, we happen to be originally from New York City."

That earned stunned, surprised looks from Mandy, Caitlin, and Dominique's faces, they never even imagined that some guys from New York City would move here to California. But that also gave Clover, Sam and Alex good reason to grin at the looks on the faces of their rivals, then Luke also stood up to try and tell them off "Now where did you think we were from? Oregon? Washington State? If so, then you'd better go somewhere else and not bother us."

Danny also took the time to explain "Whatever else you were thinking of asking, it would be better if you would forget about it. Besides, you shouldn't go prying into other people's private lives." The three dark-haired bimbos looked at each other, and then went to sit at their own table. Then Peter, Luke and Danny sat back down and resumed their conversation with Sam, Clover and Alex.

 **1 hour later**

After lunch, Luke decided to go for a walk outside and stretch his legs, then Alex followed him soon afterward. They walked down the sidewalk and soon sped it up to a jog, then after 21/2 miles they came to the park where several people played volleyball and several families were at the playground. So Alex worked up the nerve to talk to Luke "So Luke, back at lunch I couldn't notice that something was bothering you. Would mind telling me what it was?"

Luke was a little bit tense when he heard that, he'd had it rough over the three years that he worked at S.H.I.E.L.D. now he just wasn't sure if he should tell Alex that he was actually Power Man. "If you really want to know, it's just that…. I never knew what my own parents were like." Alex was very sorry to hear that so Luke went on "If I did know them, then they would liked to meet you, and you would have loved them."

They continued to discuss their own natural lives back and forth, they even sat down on a bench to go on with their conversation. As they were still talking a loud noise, that sounded like tires screeching, came down the highway. The two teens looked up in time to see a large white RV careering recklessly across the parking lot of a gas station, collided with a gasoline tank and fell on its side. Luke was horrified at the sight of fire that was starting and had a terrible idea that something was about to happen.

"Alex, call 9-1-1!" Luke told her urgently "I've got to do something!"

"Luke wait…" Alex didn't get the chance to finish because Luke had already taken off in a flash, and sped off towards the gas station. As soon as he got there, he jumped up on the right side of the RV, since the motor home had fallen on its left side, and ripped open the side door off its hinges. Then he managed to pull out the parents just in time, but the only two children were still stuck inside screaming for help "Mommy! Daddy! Help me!" screamed a terrified little girl who was pounding on the window from inside.

Luke saw the two children and knew there wasn't much time to go inside the RV to get them out before the travel vehicle exploded. So he did the more simplest thing, he yanked out the window that the kids were pounding, and threw it aside. Then as he was doing so, the fire spread across the leak fuel on the ground and right up to the RV. Alex came running down the hill, but she covered her eyes in time just to avoid a big explosion, she looked and saw that the RV was totally destroyed and the parents were shocked at what happened. The mother began to sob and the father comforted her, they thought their children had died in the explosion.

Then a curious thing happened, Alex looked up and saw Luke emerge from the flames, he was carrying the two children in his arms. As soon as he put them down, the children ran over to their parents who were overjoyed to see them alive and well. Alex was very confused when she noticed that Luke's clothes had holes burned in them, so she walked over to him, looked him over and was completely shocked "I don't understand" she told him "Even though your clothes are scorched, you're not even burned. How's that even possible?"

Luke just shrugged his shoulders "I don't know" he answered unsure of how to explain all of this.

 **2 hours later**

Before long school time was over and it was time to go, all the students who attended Beverly Hills High School piled out the front door and went to the school buses. Peter, Luke and Danny however, accompanied Sam, Clover, and Alex to their own bus, Luke was dressed in clean clothes that he brought for whenever he hit the showers right after track and field. But on the way Peter couldn't help looking at Samantha and he noticed how her hair being bright red shone in the sunlight, and her green eyes were exactly the same shade as Mary Jane Watson's.

She caught him looking at her and asked "What?"

"Oh nothing" he stammered, feeling a bit uneasy about how to explain "It's just that you remind of this girl named Mary Jane Watson, who I use to know back in New York."

"Really, what was she like?" Alex asked.

Peter smiled, he didn't mind all the attention since now he was going to explain how Sam reminded him of MJ. He started with the part when he and Mary Jane lived next door to each other when they were eight years old, been best friends since the first grade, and how his aunt tried once or twice to get them together. Now the more Alex and Clover heard about it, the more they liked this girl Peter was talking about. Sam was very surprised that she actually reminded Peter of someone he liked, and she was now imagining herself surrounded by hearts, even as she felt her own heart racing and a blush coming over her.

Just then, there was a loud noise prompting the six friends to look up, now they were already inside the bus and they looked outside in time to see people running away in terror, and something that looked like a gigantic spider invading the street.

"Oh my God!" cried Sam "Those people are going to be stepped on!" at that same instant, the bus driver paled at the sight of the commotion and drove off away to the students on the bus to safety. The giant spider suddenly fired a green laser from its mouth that impacted with the street, causing several cars to explode or fly a few feet away. The next impact struck the ground right next to the bus, causing it to fly before landing and sliding on its right side.

"Hang on!" Peter shouted as he grabbed onto Sam and Clover before gripping the seats, Luke held onto Alex and Danny while all the other students held on for dear life before the bus crashed into a lamp post. Once the dust settled, Peter looked out the windows on the left side of the bus since it was still on its right side. The giant spider was not far from where they had crashed, but nevertheless the driver was unconscious.

"Is everybody alright?" Peter asked, the other passengers nodded in acknowledgement, they really wanted to get out of there. Sam, Clover, and Alex groaned feeling very dizzy "Ya think?" asked Clover "How did that giant spider shoot a laser from its mouth?"

"Actually, I believe that giant spider might have been a robot." Danny suggested, the girls looked at each other and then moved quickly to get everybody outside and the boys followed suite, by the time they were able to get the driver and the other passengers outside, the giant robotic spider was heading towards downtown.

"Oh my god!" cried Alex "That thing's heading for downtown, Luke what are we…" she started to ask when she turned around and saw that Luke wasn't there, Peter and Danny were gone too.

"Good grief, where have those boys gone off too?" Clover demanded, she was even more peeved that all three boys seemed to bail on them.

"Hold on Clover, I think they just went to make sure that no one else is in danger." Sam told her "Right now, I think we'd better call Jerry." She whipped out her spy phone and was just about to do so when there came a loud cry.

"Hey look up there!" someone called out, the girls turned and looked up just in time to see three figures they had never seen before land in front of the spider-robot. One was dressed in a red and blue spandex suit with the emblem of a spider in front and back, another was wearing a yellow mask and a green suit with the emblem of a dragon in front, and the third was wearing a yellow and black suit with sunglasses.

"Who are those guys?" asked Alex, the other girls weren't very sure. Sam stared long and hard at the one in the red and blue suit, then she realized something "Wait a minute" she said "Last month, Jerry said that he recently recruited three new agents to WOOHP, he also said they had unique capabilities."

"So you think this must be them?" asked Clover looking up at the three figures who were now going into action by going up against the spider-robot that fired lasers at them repeatedly. Unknown to any of the girls, this was Spider-Man, Iron Fist and Power Man, who were secretly Peter Parker, Danny Rand and Luke Cage. Now the three heroes were busy sidetracking the robot so it would turn its attention away from civilians, so the robot fired its laser at the ground causing them to jump up.

"We've got to take this thing down hard, and fast!" Spider-Man told his friends who couldn't help agreeing with him.

"I agree" Iron Fist told him "You two tie up its legs, I'll use my power of iron to shake it up a bit." Spider-Man and Power Man did as they were told, first the wallcrawler spun his webs to tie up the robot's four front legs and cover its mouth before moving to tie up its back legs while Power Man made a good grip on the tangled up front legs. Iron Fist concentrated all his willpower until his fists glowed a bright gold and then he slammed both fists into the ground, shaking up the robot and causing it to fall down while its legs were tied up; the robot's head smashed hard upon the ground breaking apart into little pieces.

Meanwhile Sam, Alex and Clover watched from a distance in disbelief, they were in complete awestruck amazement "Wow! I've never seen anything like it." Clover told her two friends in shock and bewilderment.

"Totally! Those guys really know how to kick things up a notch and take down a few baddies." Alex commented, Sam was pretty speechless at the sight of the battle, she had never seen anything like it. "I'm going to call Jerry and see what he thinks."

So she whipped out her cellphone and contacted WOOHP Headquarters, soon to be answered by a familiar voice "Ah hello Sam, I suppose you've finally met the new agents I recruited." Sam was completely caught off guard, what on Earth did Jerry mean by 'new agents'? "Um, what do you mean Jer?"

"Why I mean the new boys that you've probably already met at Beave High, and they're also the young costumed heroes who have just defeated the giant robotic spider." Sam was completely dumbfounded, and at a loss for words at what she had just heard "Wait, you saw all this on the news,…" she turned look up at the three costumed figures who had just brought down the robot.

"Uh, girls" said Sam nervously, Alex and Clover turned to look at their friend.

"What is it Sammy?" asked Alex worriedly, Sam was unsure of how to explain what she had just learned, the most shocking, unbelievable truth. But she managed to work up the courage to say so "You're not going to believe this, but I think Jerry just said that the guys who just took down the robot are also the same boys that we met in school earlier." The other two girls gaped at her in shock, then they all looked up to see Spider-Man, Iron Fist and Power Man disassemble the spider-robot, taking out its eyes, its sensors and its motor.

"No way" said Clover disbelief, she could hardly believe that the same boy she met in geometry class was really a superhero. Alex was the most stupefied, and shocked of all "So that's how Luke was able to survive an explosion!" she exclaimed.

"No matter, I'm so sure that they could explain all of this." Sam told both of them, the three female friends went over to their new acquaintances who had just finished disassembling the robot. Spider-Man looked up to see the same girls that he and his buddies had met earlier at school, Iron Fist and Power Man were also surprised that the girls were still here "Um… I thought you girls were suppose to be with other civilians?" asked Spider-Man, the girls were unsure of how to respond.

Then all of a sudden, there came a familiar gust of wind that sucked all six of them directly into a large manhole, they all went sliding down a tunnel that had all kinds of twists and turns. Until finally they dropped out the other end where they were greeted by Jerry Lewis "Hello Spies, I see that you've finally met your new fellow co-agents." The six teens were surprised to be referred to as 'co-agents', but anyway Peter was the first to find his voice after he and his friends took off their masks "So I suppose that you've already seen the whole thing on the news?" the director of WOOHP nodded.

"Indeed, but somehow there must be a reason as to why this particular robot would attack people in the streets." The WOOHP technicians took the robotic parts to the lab and started to analyze them, the spies and heroes stood watching from outside the glass that was like a window on one side and a mirror on the other side.

"You know back in New York, I've seen and fought with robots that giant spiders and scorpions." Peter told Jerry and the spies, who were now very interested "These kinds of robots were called the Spider-Slayers, the main purpose of their programming is to primarily track down and kill me."

"Why would they kill you?" asked Alex, feeling greatly concerned about all this. "Because the people who built them believed I was a criminal" Peter explained "Even the scientists who worked at this company called Oscorp, which was run by a madman called Norman Osborn. The only people who were responsible for building the Spider-Slayers were a scientist named Spencer Smythe, and his son Alistair."

"This Spencer Smythe seems to have a unique intellect of robotic mechanics." Jerry told him "Nevertheless, once the robot's auto parts are analyzed, I'll take the liberty of personally making a statement to the Board of Directors that no company in the world should be allowed to design weapons or robots that are programmed for killing."

"Director, we've just uncovered something." One of the tech boys called out "It seems to have the brand of the company that designed it; Oscorp." Peter, Luke and Danny stiffened at the mention of that company's name, it was where Alistair Smythe and his father used to work for Norman Osborn, which was before Spencer died in an explosion that destroyed his laboratory. Then Alistair went on to design more Spider-Slayers and eventually became the Ultimate Spider-Slayer, and he still retained his passion for science and robotics.

"So Oscorp is at it again, are they?" remarked Jerry, when he looked the robotic parts over. "I never imagined they would send a Spider-Slayer robot to Beverly Hills in the first place, but I wonder why."

"Maybe it's because Smythe suspects that Spider-Man already moved out of New York." Sam suggested "Even though Peter has recently moved to Beverly Hills, that still wouldn't stop Smythe from building more Spider-Slayers."

"An interesting theory Sam" said Jerry "In fact, we've got to complete measures to make sure that the same thing doesn't happen again."

 **Elsewhere**

Meanwhile, just as this discussion was taking place. Unknown to any of the spies and heroes, someone was listening in on their conversation through one of the Spider-Slayer's eyes that was still functioning.

"How goes it Octavius?" asked an eerie voice that belonged to none other than the Green Goblin; he was flanked by Tim Scam, an enemy of WOOHP.

"Everything is going perfect according to plan Osborn." Octavius replied as he continued viewing the interactions in the background, Scam looked at the screen and saw someone he knew; Samantha Simpson. "Well, it looks like little Miss Simpson has gotten a new boyfriend" he remarked snidely.

"Pull yourself together man, if Spider-Man has really moved to Beverly Hills, then he couldn't have already decided to date a young lady." The Goblin told him. Dr. Octopus however, continued viewing the screen where he could see the heroes not only conversing with WOOHP Director Jerry Lewis, but also their masks were off.

"Well, well, well what do we have here?" remarked the German scientist, he could tell that Spider-Man, Iron Fist, and Power Man looked younger than he was.

"What is it doctor?" asked Scam also looking at the screen "It seems that Spider-Man and his companions are almost around the same age as those young ladies who work for Jerry Lewis" Doc Ock answered, he turned up the volume on the screen so they could all hear what was taking place _"Maybe it's because Smythe suspects that Spider-Man already moved out of New York? Even though Peter has recently moved to Beverly Hills, that still wouldn't stop Smythe from building more Spider-Slayers."_

"So they think that Alistair Smythe is responsible eh?" asked Osborn, his associates nodded in agreement "Then we might as well let them believe as such, even if we have to _bring_ in Smythe."

"But how long do you think this ruse could last before they eventually catch on?" asked Scam indignantly. "As long as we can bring in as many other criminals as possible" the Goblin told him "To keep them all busy, and from knowing the truth until it's too late."

"That I agree" said Octavius "Because it seems that Spider-Man, or just Peter Parker, has developed quite an infatuation with one of the WOOHP agents, Samantha Simpson. Perhaps we could use her to draw him out sometime?"

"Well, that sounds like a splendid idea Doctor" the Goblin replied "We could very well hold the girl as hostage to trap our most common enemy, then we'll be rid of him forever!" the three villains laughed maniacally, then they turned their attention to formulating plans for the future.

 **Oh no! it looks like Tim Scam, the Green Goblin, and Dr. Octopus are up to no good. Stay tuned for next time when Spidey and his buddies meet the girls' own parents, and the girls meet Aunt May. Now if Alistair Smythe were to appear in this story, he would only be used as a distraction to keep the heroes from knowing what their adversaries are up to. So whatever you do, don't get so very impatient and/or blow a fuse if the next chapter doesn't get updated right away.**

 **Anyway, sound off your thoughts and opinions in the comments below!**


	3. Chapter 3: Mystery Ninja Part 1

**TOTALLY SPIDER-MAN!**

Chapter 3: Mystery Ninja Part 1

 **Welcome back everybody! I'm sorry for taking so with this new chapter, but now to start a brand new episode with TOTALLY SPIDER-MAN! this chapter will focus on some other part of Danny Rand's past coming back to haunt him, and the first appearance of this story's OC. So far, I've decided to give my OC the name of Michiko Satori, which sounds like a proper Japanese name, so what do you all think of that?**

 **Disclaimer: I don't own Totally Spies! or Ultimate Spider-Man. Totally Spies! belongs to Marathon Media while Ultimate Spider-Man belongs to Marvel and Disney.**

Two weeks had passed since the boys moved to Beverly Hills and got enrolled into Beverly High School. Now on a Thursday evening, Sam, Alex and Clover were walking back to their separate homes where they currently lived with their parents and discussing what to do for the weekend.

"Wow! I can't believe that it's been two weeks since Peter and the boys moved here" Alex told Sam and Clover, the other two girls nodded in agreement.

"Well it's also a good thing that Jerry hasn't come up with any missions to keep us all occupied, I think we ought to find something to do with them for this coming weekend" Clover added.

Sam thought for a few minutes before an idea came to her "You're right Clover, we do need to find something do with the boys this weekend. I think we talk to our parents about going over to the house where the boys live, with Peter's aunt." The other girls exchanged glances before looking back at Sam.

"That sounds like a great idea Sammy" said Alex in excitement, Clover immediately joined in agreement. Secretly, she still hoped to win Peter's affections and get to go out with him for the first time in her life.

 **The next day; Friday afternoon**

"Peter, would you mind answering that door please?" Aunt May called.

"Okay Aunt May!" Peter answered as he made his way over to the door and opened it up, there stood Sam, Clover, and Alex with their parents. "Hi Peter!" Sam greeted happily, her parents were there too "So you're this Peter that Samantha has been talking about" said Sam's father Arthur Simpson, extending his hand for a shake, while Peter gingerly took his hand and shook it.

"Yes, that's me sir" he answered.

"Please, call me Arthur" said Mr. Simpson before he and his wife Gabrielle walked into the house, followed by Alex, Clover and their parents. Luke and Danny also stepped forward to meet their guests, Alex's parents Diego and Carmen Vasquez were very delighted to meet Luke for the first time while Clover's parents Ray and Stella Manson got acquainted with Danny.

"It's so nice to meet you Luke" Carmen greeted "Alexandra has told me so much about you."

"Nice to meet you too Mrs. V" Luke answered as he shook hands with the kindly woman and then with Mr. Vasquez, Alex was beaming happily that her parents were finally getting to meet Luke. "I have a feeling we're going to be seeing more of you in the future" Diego told him, while the girls' fathers talked with the boys, the girls' mothers went to get acquainted with Peter's aunt.

"It's so nice to meet you all" said May shaking the hands of all the girls' mothers.

"Nice to meet you too May" said Gabrielle shaking her hand in return, Stella and Carmen followed suite. "So how long have Luke and Danny been living with you and your nephew?" Stella asked.

"Oh for quite some time, three years to be exact" May told them. In the other side of the living room, Arthur was striking up a discussion with Peter. "Samantha tells me that you're a science major, is that true?"

"Yes" Peter answered "I first met her in chemistry class where we both listed the components of a nitrogen compound."

"That's wonderful to hear" said Arthur, feeling a bit enthusiastic that his daughter had met someone who was just as smart and diligent as she was. Diego was talking to Luke about sticking up for Alex on the meter track.

"I really appreciate what you did for Alex" he told the young man. "It means a lot to her."

"You're welcome" Luke answered "I just hope those bullies learned their lesson not to treat other people this way."

Diego nodded in agreement while Ray talked with Danny. "So I hear your family owns the finest company in the world, is that true?"

"Yes" Danny answered "In fact it's the largest in the world, unlike Stark Industries."

While Danny went on to describe Rand Industries, which was his family's company, Clover listened intently but she was gravely disappointed that Danny wasn't into a bit of fashion like she was. During this exchange, Carmen leaned in to whisper something to May.

"You know, I've been hoping that Alexandra would finally end up with a male companion sometime soon. So I've been thinking that Luke might be the right one for her, what do you think?"

"Well, I honestly don't know" May admitted "But it does sounds a little bit kinky, considering they just met two weeks ago."

"Yes, I agree" Carmen answered "But I have a genuine feeling that Luke might be the right one for her, Diego feels the same way." May nodded in understanding, she had tried to do the same thing for Peter back in New York. When Mary Jane Watson first landed in his life with a bang.

"Well…I used to try the same thing for Peter" she explained "Back in New York, I tried getting him set up for a date with a girl next door. But it was to no avail!"

The women all laughed at the expense of how May explained the part where she tried to set her nephew up on a date. So for the rest of the day they all enjoyed each other's company, May told the girls' mothers stories of how she first met her husband Ben who was Peter's uncle. She also told them of how she and Ben took it upon themselves to raise Peter after his parents died in a plane crash, the girls' mothers expressed some sympathy when they heard that. They were also very sorry when May told them about Peter's uncle had died.

"Why May, we're all so very sorry to hear that" Stella told her sadly.

"Don't worry about it, you didn't know" May answered before turning to look at her nephew, she couldn't but notice Samantha's hand was intertwined with Peter's, she smiled at the sight and wondered how to get those two together.

Gabrielle also noticed the pair and smiled at the sight of her daughter holding hands with Peter. "Why aren't they sweet?" she whispered to the others who cooed softly but quietly at the sight of the two holding hands, but then Peter and Sam quickly pulled their hands apart feeling embarrassed "Well don't let them hear you" May whispered quietly to her new friends "Because I don't think they'd appreciate you talking about them behind their backs."

 **A little while later**

As soon as it was 7:30 PM, the girls and all their parents returned home. Before they left, Peter and Luke had a very special goodbye with Sam and Alex by having Danny take a picture of all four of them, in order to remember this moment.

"Good-bye Peter" said Sam.

"Good-bye Sam" said Peter.

Luke and Alex also had their goodbyes before the girls parted ways with their parents.

"Those young ladies and their mothers were very nice to meet" May told the boys "I certainly hope that we get to see them over here again."

"Yes, that would nice Aunt May" Peter told her, his two friends nodded in agreement and they all went inside to clean up.

Afterwards, the three young men went out for an evening walk in order to their exercise in before getting comfortable. Peter and Luke were really thinking about seeing Sam and Alex at school the next day, but Danny had his mind on other things in particular.

"What's on your mind Dan?" asked Peter.

"Oh, I'm just thinking about going back to K'unn L'unn" Danny told him.

"How come?" Luke asked.

"There's someone that I just haven't seen in a long time" Danny answered.

"Really, who is it?" Peter asked, but before Danny could answer, he saw something on the rooftops.

"Look up there, do you guys see that?!" he exclaimed, Luke and Peter looked up in time to see a mysterious figure jump across the rooftops. "Who was that, or what was that?" Luke asked in bewilderment.

"Let's go find out" Peter told him, so the three friends went into an alley where they changed into their superhero guises of Spider-Man, Iron Fist, and Power Man.

Moments later, they were on the rooftops pursuing the mysterious figure with everything they've got. Spider-Man did his swinging while Iron Fist and Power Man jumped from rooftop to rooftop, the figure was very swift but before long the boys caught up with him.

"Who are you?" Spider-Man demanded "What are you doing here?"

"You may call me the Black Viper" the figure answered "But nevertheless, my reasons are none of your concern." With that being said, the figure threw down a flashbang that, upon explosion, briefly disoriented the heroes for a minute. By the time they regained their composure, the strange figure was long gone.

"Oh man, now where did he go?" Power Man groaned out in frustration.

"I don't know" Spider-Man answered "But from the looks of it, he must've been some kind of ninja."

"After using a flash grenade, he could be anywhere right about now" Iron Fist reminded them both.

"That guy may have given us the slip with a flash grenade." Spider-Man told his friends "But he can't outsmart my spider sense."

Meanwhile, the strange figure whom the boys had correctly guessed was actually a ninja, came to rest on a rooftop in a different part of the city. He was about to take a breather when the most unbelievable thing happened, something ensnared him. It was Spider-Man's webbing pinning him to the chimney, that happened to be on the roof next to him.

"I've got to hand to you buddy" said a familiar voice, the ninja turned to see who had spoken, and was shocked to realize that the heroes were standing right there. "You're very good, but not good enough."

"I'll show you what's "good enough"!" cried the ninja angrily, using sharp blades on the gauntlets to break loose from the webbing. Then he engaged the three heroes in a fight that neither of them would ever forget. Power Man struck the first blow which was instantly blocked by the ninja, whose own agility matched Spider-Man's, and then he was thrown down hard on the roof.

"Okay buddy boy, you asked for this!" yelled Spider-Man, shooting his webs at the young stranger who narrowly dodged his attacks, even when the wallcrawler leapt at him. But then the ninja suddenly pulled a fast trick by spraying magnesium gas in the wallcrawling hero's face, causing Spider-Man to collapse onto the roof.

"Now how do you like that "heroes"?" inquired the ninja, who was then tackled and overpowered by the immortal Iron Fist.

"Don't forget, you're not done with me" the Kung Fu master told his opponent sternly, the ninja squirmed out of Danny's grip and went into a fighting stance at the same time as Iron Fist. "You're right, I'm not done with you. After all, it would be a shame not to finish where we left off before, Danny."

Iron Fist was shocked by that last statement "How do you know _my_ name?!" he demanded.

"I think you know me better than most people" the ninja answered before taking off his mask, but as soon as he saw the face, Danny was extremely shocked to see that it was not a man but a girl. "Michiko?!" he gasped in surprise.

"I was hoping you'd recognize me" said the ninja, whose name was actually Michiko and she smiled kindly at him. "Hello Danny, it's been a long time hasn't it?"

"So it has" Danny answered "But what are you doing here?"

"I just wanted to see you again" she answered him "Because I want…No, I need your help. So meet me tomorrow night, but come alone." So with that, she took out a smoke pellet and threw it down onto the roof, creating a smokescreen. The smoke lasted for only a few minutes before clearing away, Michiko was long gone.

"Whatever you're playing Michiko, I intend to find out for myself" Danny muttered before turning to help his friends, who were now recovering from the whole fight scenario. "Oh man, what happened?" Luke groaned in exasperation.

Peter stood up rubbing his head "Did you get him Danny?"

"No" Iron Fist answered "I did not. But it's not a 'he', it's a 'she'." Spider-Man and Power Man looked at him in surprise, but Iron Fist continued "Now I know this will sound crazy, but not only is it the truth, she also happens to be someone I once knew back in K'unn L'unn."

Peter and Luke exchanged glances before looking back at their friend.

"Looks like you've got a lot of explaining to do" Spider-Man told him, Iron Fist nodded, knowing that he owed an explanation to both of his closest friends.

 **The next morning**

Peter, Luke, and Danny walked down to the cafeteria after class, they were still a bit winded from the incident last night. They filled their trays and went straight to a table where Sam, Clover and Alex were waiting for them.

"Good morning boys!" said Clover cheerfully "How are you this morning?"

"We're just fine" Peter answered as he and his two buddies sat down with the girls, Sam couldn't help noticing the odd looks on the boys' faces.

"Are you sure?" she asked him "You don't look very fine to me." Peter looked at his friends and was deflated, he knew there was no way of avoiding anything. So he went straight ahead and told the girls about what happened last night, starting with the fight with the mysterious ninja, who was called the Black Viper, and ending with Danny discovering that the ninja was actually someone that he knew back in K'unn L'unn.

"Unbelievable!" Clover exclaimed in astonishment, Sam and Alex were also surprised by the subject that the boys were presenting.

"This Michiko girl must be very bad news Peter." Sam said, putting a hand over Peter's own and squeezed it gently, Peter just responded in kind.

"That all sounds very convincing." said Alex "But why don't we go talk to Jerry about it? Or maybe your old boss Nick Fury, so what do you think?"

"I think it's a plan Alex" Luke answered, causing Alex to blush in all her shyness.

"I agree also" Peter told them, even as Sam and Clover acknowledged their own agreements. But on the other hand, Danny just remained as impassive as ever.

" _Whatever you're up to Michiko."_ he thought in his head _"I intend to find out, one way or another."_

 **Finally, my third chapter of TOTALLY SPIDER-MAN! is complete! But I also left quite a cliffhanger. I apologize for taking so long to get it done, but with all the attempts of trying to work on my other fanfics such as; JLU Spider-Friends Vol. 1, The Once and Future Thing, etc. I've finally got it right.**

 **Now please don't hate for taking so long with this, but it's the best I can come up with. So I'm really glad that all you readers out there, are finding this interesting, even though I'll be adding whatever kind of characters and elements to the story only if I can. Further more, just be glad that I've finally updated Chapter 3 this night, only to continue working on the last half of Mystery Ninja. Until next time, post/sound off your thoughts in the reviews below.**


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